


Work Out

by Rosenth0rne



Series: Random Fandom NSFW stuff [1]
Category: Invader Zim
Genre: F/M, Fingering, Self-Indulgent, Sex, Smut, Vanilla
Language: English
Status: Completed
Published: 2021-02-04
Updated: 2021-02-04
Packaged: 2021-03-15 17:41:35
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 7,219
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29193222
Author URL: https://archiveofourown.org/users/Rosenth0rne/pseuds/Rosenth0rne
Summary: I have not made Smut in ages, let alone for a character like Professor Membrane.Anyway, this is somewhat a sequel to "Touch Starved" under my Reader Requests. You are part of the Membrane Labs' Cybernetic team and had been secretly seeing the professor romantically for quite a while. Now that Lucius (his assistant in the comics that I also refer to as Simmons) has gone on vacation, you're left to 'babysit' Membrane in his absence.There are errors galore.Artwork by Siro-cyll
Relationships: Professor Membrane/Reader
Series: Random Fandom NSFW stuff [1]
Series URL: https://archiveofourown.org/series/2143317
Kudos: 27





	Work Out

**Author's Note:**

  * For [Everyone reading it](https://archiveofourown.org/gifts?recipient=Everyone+reading+it).



“I’ll only be gone for two weeks,” Lucius explained as he led you down the hall of the office area in Membrane Labs. You couldn’t help but be amused at the fact that you had been chosen to pretty much babysit your flame. The two of you had been seeing each other secretly for the past couple of months yet have yet to figure out where you stand on the whole relationship status. You were part of his cybernetics team and he was essentially your boss so the two of you didn’t know how the rest of the company would feel about it if they found out. “I’ll tell you right now, he’s been a bit on a work-out kick since he’s been adding onto his arms.”

“Has he now?” you gave a playful smirk. “Lemme guess, he’s wanting to make them more ‘human-like’, muscle and all?”

“Well… yes. And he’s just now come to the realization by doing so, it’s going to add more weight to each arm…” the assistant sighed as the two of you stopped outside of Membrane’s office. 

“I told you that would happen, L. I should have bet money on it,” you snickered before looking into the office to find it empty.

“Yeah, yeah, I know. Looks like he may be down in the gym. Just… make sure he doesn’t kill himself-”

“Lucius, if you don’t go now, you’re going to miss your plane. Go relax and enjoy the Scottish countryside. You deserve it after everything that’s happened this year,” you insisted as you turned the man to face the exit. “Professor Membrane is in good hands. I won’t let anything happen to him.”

“It’s not exactly just him I’m worried about. He nearly took out the-” Lucius rubbed the back of his neck as you pushed him toward the elevators. 

“And that ended fine,” you scoffed, not letting him finish. “Look, you asked me to cover for you. I’ll make sure that he doesn’t do anything that brings bad press on himself. Everyone else is on their own. It’s already routine.”

Lucius opened his mouth to argue before sighing. 

“All right. I trust you.”

“You wouldn’t have come to me if you didn’t,” you grinned as the elevator doors opened.

“Okay. I’ll see you in two weeks. Mar sin leat, Y/N,” Lucius gave you a confident smile as he stepped inside.

“Still don’t understand Scottish, showoff!” you called out and waved as the doors closed.

“Really? I’ve told you several times, it means-!” you heard the assistant chide playfully then silence. With a chuckle, you looked down at a device Lucius had given you earlier in the day that contained all of Professor Membrane’s scheduled events. At the top of the device, it kept up with Membrane’s vitals and the condition his arms were in, including a temperature gauge, meant for when he was using the built-in lasers, and a battery indicator that was… showing both arms on low battery. A moment later, they were completely empty. “Oh… that’s not good…”

“SIMMONS! IT HAPPENED AGAIN!” a familiar, deep voice whined from an earpiece lodged in your ear canal. With a deep sigh and a chuckle, you started for the emergency stairs, knowing the elevators were not fast enough to make it down to the gym in case Membrane caught himself in something he couldn’t get out of. Upon making your way down as quickly as you could to the gym, you heard the voice call out on the earpiece again, only this time, you were close enough to hear him in real-time. “SIMMONS, WHERE ARE YOU!?”

You nearly skidded into the gym, now expecting the worst. Glancing around, you found the opposite. Hanging upside down on a bar meant for crunches, you found a bare-chested Professor Membrane stretched out in nothing but sweatpants and his rocket boots. The only thing covering his face was a white cloth mask. His heavy arms were hanging limp under him with only forearms, wrists and hands actually touching the floor along with his hair-scythe. No one else was in the room with him and the way he was panting, he must’ve been working out for a while. You couldn’t help but snicker at the predicament he had put himself in, all while drinking in the sight. This man was ripped. He had to be in order to lug those pieces of master machinery around. Knowing that he was, you made sure when you arrived for your shift each day, you made your way past the gym to see if you could catch a glimpse of the professor working out. You’d look respectively enough. It was the closest you’ve seen him completely naked so far.

Professor Membrane’s head perked when he heard you and he furrowed his brow.

“Not. A. WORD,” he grumbled, which only caused you to laugh. “SIMMONS! Y/N IS NOW LAUGHING AT ME! GET IN HERE AND HELP ME!”

“Relax, Simmons just left for his vacation,” you shook your head as you closed the door to the gym, moved to turn off the surveillance to make sure no one had caught the professor in such a humbling moment, and turned to him to access the situation. Though he would probably not want to be seen like this by anyone, he was lucky you had been given the earpiece and device when you did. There was currently no one in the area to assist him. “You have to deal with me now.”

The scientist inhaled once more as if to try to yell again but let it go and his voice went back to normal, albeit softer.

“... I don’t think you can handle my weight…”

“OH, and Lucius’ twiggy ass can?” you scoffed as you tried to ignore the washboard abs in front of you to try to figure out how to get the man down as, upon further inspection, you found he had CLAMPED HIS ANKLES to a second bar behind the one his knees were hooked around. The only way for him to release them was for him to sit up and hit the release himself. You couldn’t reach it from underneath. The person doing the crunches had to do it and there looked to be no fail-safe in place. “... What did you do to yourself…”

You couldn’t tell if his face was red due to being upside down or the fact he was caught in this position and had to explain himself. You kneeled beside him to look him in the eye.

“You turned off your battery notification before you started to work out, didn’t you?” you raised a brow.

“... Yes.”

“Why?”

You didn’t get an answer to this. Either he didn’t have one or he realized how stupid the answer would have been and didn’t want to say it out loud. You stood with your hands on your hips.

“Alright, what does Lucius do to keep you from having all the blood rush to your head? I’m willing to bet this isn’t the first time you’ve lost track of your battery levels.”

“It’s not,” he muttered sheepishly. “He usually brings in one of the tables to lay on until my arms charge up…”

Your eyes had darted down to his limp arms. Even that was going to be a task in itself.

“And… how exactly did he do that?”

“Well…” he went on to explain an elaborate system he and Lucius had concocted but the catch of it was he wasn’t upside down. He was usually at an upside-down incline doing crunches, NOT doing hanging crunches. It explained why he pointed out the fact you ‘could not handle his weight’ since it used a pulley system. It was the only way not to get the attention of anyone else in the immediate area. While it technically wasn’t the first time his arms lost power on him while working out, it was the first time it happened in this position.

“Professor,” you groaned, putting your head in your hand. Crap. Now, what were you going to do? Of all the times for him to pull this... “We really need to get you an instructor or a spotter or someone to keep this from happening.”

Your eyes focused on his arms in thought. They were no longer the light-weight prosthetics that his once-twiggy body could handle. Against the advice of his cybernetics team, Membrane added onto them constantly. The laser cannons alone added a significant amount of weight which meant the professor had to bulk up in order to handle them. Then there was the laser grid disarming mechanism. Then the cloaking device. And there was no telling what else he put on them without your knowledge. Not that you were complaining, you were amazed by the transformation after that long, hard road to recovery. How he went from twig to beefcake was just astounding.

However, you felt that he was becoming addicted to the process and only seemed satisfied with his additions for a short amount of time before trying to figure out what to add next.

As you mulled through the thoughts in your head, something caught your eye when Membrane shifted himself. There, on his shoulder that was once hidden by Membrane’s head, was a charging port that had been installed. Not questioning it, probably because it would come down to Membrane being tired of having to use interchangeable batteries (which would have probably helped more in this case), you pulled out your Membracelet charger.

“What are you doing?” the professor furrowed his brow. “What is that?”

“A charging wire,” you answered before shoving his head aside to test to see if the metal piece fit. It did. You quickly hunted down a nearby wall charger and plugged the other end in. A soft chime from the device that tracked Membrane’s vitals told you it was working. Slowly. “Yes! Now, all I have to do is go find another-!”

“No,” came a blunt response.

“What? What do you mean no?”

“You’re not leaving me like this.”

“But if I go find another charging cord, this could go faster and-” you pointed toward the door while moving toward it.

“You leave and someone might come in and see me like this and I won’t be able to show my cowl in the office for a while.”

“Professor-”

“If they record this, I could end up on one of the social media sites. Then the whole world would know.”

“Look, if you just-”

“Then they’ll start laughing at me as you did.”

“Oh my god.”

“Don’t leave me.”

You stopped just shy of unlocking the door to exit the room when you turned on your heel, going back to the man and sitting Indian-style with your head being propped up by your hand and a disgruntled expression. After a moment or two, you felt Membrane nuzzle your elbow the best he could with his forehead which caused you to crack a smile.

“You’re such a dork,” you muttered then sighed as you leaned back on the palms of your hands with a glance in his direction. “You do know this is now going to take twice as long?”

“As long as there isn’t a risk of someone finding me like this, I don’t care,” Membrane pouted. “Besides, I just need enough in one arm and I should be able to lift the other without issue.”

“If you say so. I’d rather you’d do both or you’ll end up tearing something.”

The two of you unknowingly spent the next couple of hours watching various videos and such on your phone, allowing one of his arms to fully charge. When Membrane realized this, he enthusiastically pulled the charger cord out, quickly and carefully pulled himself upward with his uncharged arm dangling lifelessly at his side, and unhooked the clasps around his ankles. At first, you were going to protest but the sight of his unclothed upper half flexing hard like that to keep himself steady caused you to go quiet and stare. Even his thighs had flexed to the point of tightening the fabric around them. God. Damn.

You watched as Professor Membrane grasped the bar, pulled his legs free, then allowed his body to fall straight before releasing the bar… only to clatter to the ground because the doof forgot that there had been no proper blood flow to his lower half for quite a while. 

“Ow,” he grumbled as he forced himself to sit back against the wall where the charging cord dangled and rubbed his head. You couldn’t help but stare a bit longer. His broad shoulders and chest were wracked with pants with a sheen of sweat. Moving downward, your eyes were greeted with a tight six-pack and below that, you noticed his sweatpants were riding a bit lower than they should have been. A light patch of dark hair starting just below his belly button trailed down under the waistband where you could see- “Y/N? Are… uh, are you okay?”

“Huh?” you immediately snapped out of it and turned your gaze to meet the concerned expression on the man’s face.

“Are you upset that I did that?”

Oh god. You were caught and he was  _ still _ clueless. Nothing new there. You stifled a laugh and walked over to plug the cord into his lifeless arm. 

“O-Oh, uh, yeah, no. I mean, you could have torn something with the weight of your uncharged arm but it’s fine. Looks like you’re going to have to stay here a bit longer until you get your strength up, though.”

Membrane nodded, watching your hands before looking back up at you.

“More videos then?”

“More videos,” you snickered, settling down next to him and holding your phone out for the two of you to watch. 

Another couple of hours passed and during those hours, while Membrane had to sit still due to the charging cord, you had tried sitting in several different positions in order to get comfortable. Your final position ended up with you sitting between Membrane’s legs with the phone out for the two of you to look at. Let’s be clear, you did not choose this position. You were put there because Membrane got tired of not being able to see the screen with some of the positions you chose (including laying across his lap on your stomach, sitting on one of his shoulders while leaning against his head, etc), and grabbed you by the hips with both hands and planted you there while grumbling.

“Oh good, it’s charged,” you chimed. “Looks like we can get back to your schedule! I didn’t get to look at it yet-”

You went to move once again but his robotic arms wrapped firmly around your waist and kept you still. You could feel his large upper body almost mold around yours which caused your face to redden when you remembered he was shirtless.

“Not yet,” he muttered softly. “When was the last time you and I were alone like this?”

“Well…” you started, rolling your eyes up. Come to think of it, it had been a while since you two had been left alone, even for this long. Any other time you two tried, it would always be interrupted by Lucius or another scientist. Last time, you think it was by his clone who had somehow bypassed all the measures Membrane had put into place to keep him out of the building. “But what about-?”

“Just a little longer. Please?”

That caused you to sit back down. Anytime he used that word, you had a hard time saying no. There was always a sincerity about it. 

“Okay… But what if someone calls-”

“The only ones who knew I was here today were you and Lucius. Everyone else thinks I’m at home so they shouldn’t bother us,” he explained. Your brows flashed at this.

“Really? Why are you here then?” you tilted your head to look at him. “Don’t you have a workout room at home?”

“It’s… hard working out when you’re being stared at by something that is supposed to be your clone…”

You couldn’t help but burst into laughter. That shoved a clear image of Clembrane standing eerily in the doorway of the garage with that goofy expression on his face.

“Yeah, I would imagine that’s a bit unnerving,” you sighed as you settled back against him. Holding up the phone once more, you played the next video. You really didn’t have any projects at the moment and your team was probably working on their own so you wouldn’t be missed. You were just playing babysitter now. “All right. Just a little longer.”

At first, you thought it was only your imagination that you felt slight movement against your hip, but on the seventh video in, you realized one of Membrane’s robotic hands had moved from around your waist and settled in your thigh, dangerously close to being your inner thigh.

He must’ve felt you tense up at the realization as he pulled his hand up to your hip. It stayed there a moment then slowly caressed its way back down to where it was. You couldn’t focus on the video anymore as your face was on fire. Was he finally making a move after all this time? Usually, he’d pull away severely flustered after indulging in some intimacy that you initiated, nothing sexual but heavily affectionate, which made it clear to you that he wasn’t ready to go any further. You pretended to look at the screen but your eyes were on his hand with your bottom lip firmly being held between your teeth. Excitement rose in your chest at the mere thought of him wanting this first and you fought to hold it back. He had to be watching you for your reaction but you were too afraid to do anything in response. This was groundbreaking, to say the least, and you didn’t want to ruin it or startle him with the wrong reaction. 

The caressing continued in a slow, wide circle, dipping further down then up and down your inner thigh. It paused a moment and began to move left to right, each stroke moving closer and closer to the point that his thumb was about to-

Your body jerked slightly with a deep gasp, your legs clamping closed out of reflex. Even though the fabric of your work pants, that area was sensitive, most likely from the fact you were hyper-focused on the mechanical wonder making its way to your groin in the most innocent way possible. However, the sudden movement caused the hand to pull away quickly followed by the usual noise of Membrane clearing his throat. A sense of dread filled you. He was going to stop and come up with some excuse to keep from continuing. No! You were so close! Why did your body have to do that?!

“Wait-” you breathed, trying to catch his hand but missed. Instead of fully pulling away, you felt the hand settle on your hip.

“The door is locked, right?” he immediately asked against your ear. You tensed up a moment and nodded fast, panting slightly of his treatment of you moments before. If anyone had gotten through that door, it would have been with brute force. Though, let’s be honest. If anyone had gotten through that door and spoiled this, you would have killed them and everyone else in the building. That was a lot of people. “Good. Take off your pants.”

Like you would have disobeyed that order. Shakenly, you did undo your belt, becoming more flustered at the fact he didn’t pull away and had fully intended on going further. Your face felt as if it were inches away from an oven set at high heat. When your fingers fumbled with the waistband, both of his hands intervened and made quick work of the button and zipper. You covered your face, grinning like an idiot as those marvels slipped under the fabric and pushed it down to your knees. The warm metal gliding against your skin caused you to become even giddier. This was actually happening.

A soft nuzzle to your head coupled with a lighthearted chuckle made you want to melt. You couldn’t help but lean into him, nuzzling back heavily. A gasp escaped your lips as the metal hands made their way back toward your lap and you proceeded to kick your shoes, socks, and pants themselves off. No article of clothing was going to ruin this, dammit.

Not sure what to do with your own hands, you set them on his legs and gently started to rub them tenderly while contemplating what the professor was going to do next. Your head perked from the throaty groan he gave which only made you nuzzle any part of him you could get to. Hearing him like that only made you more excited and determined to make sure he enjoyed this as much as you were.

With your work pants discarded a few feet away, you now sat skewed against Professor Membrane with his legs holding yours open wide enough for his hand to rest against your groin. You weren’t able to close them if you wanted to, though you knew the moment you felt uncomfortable, he would have released you immediately. Thankfully, you were quite comfortable albeit a bit hazy. The kisses and nips through his facemask against your shoulder and neck didn’t help that state. He was still shy about that, despite you already knowing what was underneath.

Your body arched and twisted at each stroke against the fabric of your underwear and your hands clenched the robotic arm that hooked around your midsection and his workout pants beside you. Something hard and fairly large slowly ground against your lower back, giving you the impression that he was enjoying himself and you relished in it. However, you really couldn’t tell how big it was yet, but considering Membrane’s size alone, you had expected it to be larger than an average man’s to be his average. It wasn’t like you hadn’t thought about it before with the way your relationship with him was unfolding. You couldn’t wait to find out.

“P-Professor…!” your breath hitched. Laying your head back, you could watch him out of the corner of your eye. He wore a concentrated stare behind his goggles at what he was doing, his own face above the face mask a scarlet red. When his gaze turned to you, the fabric of your underwear had been pushed aside and his metallic touch grazed sensitive skin, causing your eyes to widen with a gasp. With your back arched, Membrane moved his free arm and splayed his large hand over your stomach, moving in slow, gentle circles.

“You’re so soft,” he groaned, which reminded you that he had put sensors in his hands some time ago and that he was still feeling skin he hadn’t felt before or since the shark incident. He had to have done this before. He had to have experimented sometime in his life with how confident he had become after pushing past the shyness. There was no way this was his absolute first time- well, maybe with the arms, but still. You’d have to pry later for an answer. For now, you wanted nothing more than to revel in this.

The splayed hand made its way up from your stomach and over your midsection. Another groan followed in your ear as it gently cupped one of your breasts through your bra and began to knead it carefully. Your head began to swim some and you were impressed with how much control he had with his hands.

Before you knew it, your underwear had been discarded as well and his full hand had started to caress you. His fingertips teased your opening some as if trying to get a rise out of you (which it did) before one started to press to gain entry. It didn’t stop the rest from gently rubbing circles on the sensitive area, including your clit which brought you to your first release. The cry that came with it seemed to have startled the man at first as if he had not expected it.

“Already?” he chuckled in your ear before nuzzling your head. As you rode the first wave, you gave him a small smirk.   
“Shut up… and keep going…”

“I fully intended on doing so. At least it seems to have made this easier,” he purred and you felt pressure finally give way and allow one of his fingers to delve into you. Your body jolted in surprise with another cry to match. His head turned and before you could register what he was doing, you felt something clash against your mouth. The sudden rhythmic movement of his inserted finger caused your mind to go hazier and your eyes to close, not allowing yourself to think about what was happening. By the time it was over, you caught Membrane putting his face mask back on with his free hand before it found its way back up your shirt. He had kissed you and you had been so preoccupied with what was going on down south that you missed it. You only received a chuckle when you whined about it. Unconsciously, your hips started to rock with the movement, stirring a reaction out of the large man as you were now grinding back against his erection.

“Serves you right,” you panted teasingly at the loud grunt that escaped his throat, turning your head to lay your temple against his collar bone. The haziness only worsened from there. Your mind only noted several things over the next… however long this went on. After a short time, another finger was added and the pace was quickened, causing your hips to buck again. His free arm only tightened its grip on you, trapping you to him with limited movement on your part. The most you could do was squirm and stir your hips. Another release rocked your body hard, harder than the first one which only earned you a third finger slipping into you before you could enjoy it. Sometime during all of this, though you’re not sure when or how, your shirt and bra had gone MIA, leaving you exposed.

And then… Nothing. At least, for a moment but that moment stretched into what seemed like an eternity. Professor Membrane had removed his fingers from you and his grip had waned. It wasn’t like he wasn’t there. You could feel that strong heartbeat slamming against your back as well as the heavy pants that plagued his chest. Your lower half burned in resentment of being abandoned and was threatening to drive you insane if you weren’t touched again.

“Professor?” you finally moaned, lifting your head to look at him but when you did, the room spun and you found yourself on your back on a soft workout mat. You felt your entire body tremble, not only from the treatment but from the excitement of what possibly would follow. Glancing up, you found him on his knees between your legs, his shoulders rising and falling with shuddering breaths. His eyes were slowly making their way up from your hips which started to make you feel a bit self-conscious. Despite this, you didn’t make a bid to cover yourself up. It was only fair, right? Since you were ogling him earlier...

Speaking of ogling, you didn’t mind doing some of your own as he watched you. All those daydreams you had after seeing him shirtless for the first time, or those times where you’d just wish he’d take you to a quiet supply closet or to one of the company vehicles and just wreck you there. You knew he wasn’t that kind of man, but then again, you were laying on the floor of the gym so there was still a good possibility of it happening after this.

His hands settling on your knees and parting them further brought you out of your thoughts only to find him climbing further on top of you. While one hand planted itself beside you, the other worked to push the waistband of his workout pants down which freed his erection.

You couldn’t help it. You pushed yourself up onto your elbows to get a good look at it and your breath hitched at the sight. Yeah, you were right about the above-average thing. The length, at least, looked manageable but if anything, he was thick and a tinge of fear began to mix with the excitement in your chest. The uncertainty in your partner’s voice made it clear that he had the same thoughts. 

“If… this is too much… for our first time together, we can…” he cleared his throat. Shoving that idea out of your mind, you reached up and gently caressed his jaw. He was so considerate but you were going to do this, dammit. You can regret things later. If you couldn’t walk for the next week, so be it. If he was willing to go further, then so were you. You were not going to waste this.

“It’ll be fine,” you purred, moving your other hand to grip his erection and gently pump it, earning you a grunt. You could feel the hardened member pulse against your palm and the heat coming off of it. His hips moved with your hand and after a couple of thrusts, your free hand rested on his hip and you guided him closer to you. 

“If you’re certain,” he groaned, allowing himself to lower onto you. “I don’t want to hurt you…”

His length bypassed your opening and laid against you instead, prompting you to let go and move your hand up onto the washboard abs you had been admiring. The skin was just as soft as you had imagined but firm enough that if you pressed, you wouldn’t get very far. The excitement returned as your other hand joined and began to run up his stomach to his chest, earning you a moan and a soft chuckle. One of his hands took yours and pulled it up to rub his cheek affectionately against your palm. Unfazed by the face mask, you gently cupped his face and pulled him down just enough to leave a kiss where his mouth would be. You couldn’t help but run your fingers through his soft, ebony hair and over his scythe which tensed at the touch.

Metal gripped your hips and you felt them being hoisted up some with his cock still against you. Soft thrusts and rubbing now had your full attention. Now, instead of having to watch for his reactions out of your peripherals, you could do so face to face. Passion burned behind those goggles and it only made you want this more.

You allowed your hips to ride his thrusts, which only amplified the sensation and drew you close to another release. The sounds Membrane was making caused you to bite back any and all moans. They were soft and deep, ranging from grunts to groans. Some, you never heard before but they were just as intoxicating. 

“Ready?” his deep voice, now gruff turned your attention downward. You nodded, gripping his arms and arching your back some to brace yourself while simultaneously wrapping your legs around his waist. His strong… muscular… core...

With one final rub, Membrane pulled his hips back and carefully guided the head of his cock to your opening. Elation swelled in your chest as pressure built from him trying to gain access, causing you to shift your hips for ease. All you could do now was hope like hell the foreplay was enough to help with his girth as his length began its descent into you. You could feel your walls stretch slightly, causing some discomfort but nothing horribly painful. However, the moment the slightest whimper or writhe alerted Membrane, he immediately stilled his hips, moved his hand from your hip, and rubbed your clit gently to try to counteract it. 

“I’m sorry,” he murmured in your ear with a nuzzle to your neck. 

“It’s okay,” you reassured him, pressing your cheek against his head with a purr. “It’s not bad. Just… a bit uncomfortable. Keep going…”

With a nod, his hips continued. If you closed your eyes, you could envision his member moving within you but each rub of your clit made the image fuzzy. It wasn’t long before he was completely buried within you.

There you laid, panting heavily and clenching the robotic arms that held most of the large man’s weight off of you. Glancing down, all you saw was his hips connected to yours but you could feel him inside you, your body working around him, trying to accommodate the new addition.

Membrane, now on his elbows over you with his forehead pressed against your shoulder, let out a shuddered moan from the sensation. 

“Y/N…”

If your face could get any redder, it would probably start glowing at this point from how he said your name. With a smile, you wrapped your arms around his neck and began kissing any part of him you could reach.

“Professor,” you cooed back, running a hand through the hair on the back of his head and the back of his goggles. 

Without warning, his hips started to move, causing your breath to hitch and your arms to hold onto him tighter. It started off slow and steady, building you back toward another release. Membrane carefully lowered himself onto you, pressing against you with some weight as his arms found their way around your torso. One hooked around your waist with his fingers curling around the opposite side while the other moved to your upper back, his large hand spreading out to cover most of it. The combination of his soft thrusts and feeling the intricate metal movements against bare skin was enough to make you go cross-eyed.

“Oh god…” you gasped, arching into him which only caused his grip to tighten slightly. Your upper body was again held into place, limiting your movement and forcing you to ride with him. You’ve noticed this was becoming a running theme, making you wonder if he preferred the dominant position or would allow you to dominate him. Again, something you would have to try out later. A heavy dizziness followed by your body tensing up from a wave of what felt like ice water down your spine had hit you hard, pretty much obliterating any thought process you had. 

After recovering from your third release and finding that you were unable to do much else, you started to leave kisses and love bites along his neck and shoulder between cries and pants, trying to get a rise out of him. The rise came in the form of his pace steadily quickening to the point his hips were nearly slamming into you. The sheer power of his thrusts sent shockwaves up your spine and forced a cry from you with each one. Your fingers dug into the man’s back and began to make the slow descent down it, making the man lose his steady pace for a moment. 

“Yes…!” was the only word you could make out from a string of heavy, loud grunts and growls. The fact that he was becoming more vocal was a good indicator that he was losing himself. His metal fingers began to knead into your skin with the arm around your waist moving down to hold your hips in place. “Yes! Y/N-! Ohhh Y/N!”

“More!” you cried out, seemingly holding onto the man for dear life. Despite the harshness of the thrusts, you could swear that there was some hesitation as if he was afraid of using his full strength on you.

Time was lost to you. You couldn’t tell if minutes or hours had gone by. All you knew is you wanted this to last as long as possible, if not never-ending.

“Y/N! I-I’m-” Membrane finally growled, his thrusts falling out of sync and his body jolting some. He had to be at his limit.

“S-Same!” you gasped, tightening your arms around his neck as your final release neared. His hips quickly lost their pace and slowed into long, hard thrusts. 

And then, your body clenched down around him, spasming heavily from your final release. The world around you began to slow down and speed up at the same time. A loud, stifled grunt followed, and instead of his arms clamping around on you, they pulled away and his fingers gripped the mat under you, digging his fingers in hard enough to cause dents and rips on either side by your head. 

With a final thrust, he bit back another loud grunt and kept his hips pressed tightly against you. It felt as if a pool of fire filled your lower abdomen, causing your eyes to roll back and your nails to dig into his skin. Your legs tightened from the sensation, your toes curling. The pulsing of his member within such a sensitive area made your head spin.

“P-Professor!” you whined, laying your head back against the mat as wave after wave of euphoria overtook you. Membrane’s body threatened to collapse on you after his arms gave in just enough for his elbows to hit the mat. He quickly and carefully pulled himself out of you and rolled to your side onto his back, which caused you to let out a whine from the loss of heat and touch. Out of the corner of your eye, his chest rose and fell with such force. His upper body gleamed with sweat. His head was back with a palm pressed against his forehead and his eyes were closed with a furrowed brow. In between his palm and his forehead was his face mask which he had removed due to the panting. You now had a full view of the lower half of his face.

You, yourself, were now trembling in the aftermath, enjoying the ecstasy that flooded you. Never in your life had you ever experienced something so intense. Unfortunately, it did not last as long as you had liked it to and you soon felt an aching spreading across your lower back. You accidentally let out a groan of pain when you shifted, causing the large man to sit up to look at you.

“Are you okay?” he asked, his eyes wide behind his goggles. His scythe laid limp to the side against his head, giving him a disheveled appearance. Having the lower half of his face exposed only made the expression cuter. “I didn’t hurt you, did I?”

Damn. Shaking your head with a smile, you tried to reassure him by sitting up.

“It’s nothing ibuprofen can’t handle,” you waved a hand with a grunt. A shiver shot up your spine as soon as you felt it. The contents Membrane had pumped into you minutes before had shifted, reminding you that neither of you had once thought about a condom or any sort of protection. Both of you had just thrown that out the window out of sheer excitement.  _ Oh hell… _

“Are you sure?” he murmured, setting a hand on your bare thigh and rubbing it comfortingly. Clearing your throat, you nodded with a concentrated stare on the wall across from you. Well, your thought process earlier did mention regretting things later...

“Y-Yeah.”

Membrane looked concerned for a moment before glancing down.

“OH.”

“Yeah.”

The large man got to his knees next to you after fixing himself, placing his facemask back on, and put his hands up to try to access the situation.

“I can fix this. I… can fix this,” he muttered, looking around. He started to prattle on about options that became distant to you the more you thought about the situation. There anything wasn’t saying that you were going to get pregnant the first time. You weren’t really tracking your fertility or your period, which you really should have, and even if you did get pregnant, would it really be so bad? It would be by someone you absolutely adored. It wasn’t like Membrane would reject his own child either so there was no threat of him leaving you alone with it. He was too pure to let that happen and he already loved being a parent to Gaz and Dib. That alone would deter you from aborting it outright, that and being head over heels for Membrane, to begin with. The more you thought about it, the more you became okay with having a child with the man. You just had to remind yourself that there was a chance it wasn’t going to happen and not to get too attached to the idea.

“... And if you want I can make an artificial womb to-” Membrane tried offering before you reached up and gently took his mechanical marvels. He fell silent but still wore that concerned expression.

“Let’s just play it by ear,” you murmured, releasing one of his hands to caress his cheek. “If it happens, it happens. If not, we’ll have to be more careful next time.”

“Are… are you sure?”

“Yeah. I’m sure,” you nodded, giving him a genuine confident smile. “We’ll explore options later. Right now, I really need a shower…”

Membrane’s head perked and he moved to gather all of your clothes.

“If you can wait that long, we can head back to my house and talk about this over tea…”

You cocked a brow with a slight smirk. 

“You have more than one shower?” you teased which caused the man to flinch, his face now redder than a beet.

“... Yes but that wasn’t my thought process…” he admitted quickly, handing you your work clothes. 

“I am so proud of how much you’ve opened up,” you purred as you began to dress, trying to ignore your lower half. Membrane went quiet as he picked up a dark blue jogger’s jacket that hung from one of the machines and slipped it on. After it was zipped up, he gathered his scythe and pinned it to the top of his head before putting the hood up. “Didn’t expect  _ that _ , of all things, today.”

Once you were finished dressing, Membrane stormed up to you, took you by the chin, and leaned down and kissed you, his face mask dangling on the side of his face. You took full advantage and quickly deepened the kiss before he pulled away. 

“I thought it was about time…” he murmured, his thumb gently caressing your cheek. “I didn’t want you to get bored with me and wander off.”

“Oh, you don’t have to worry about that,” you leaned against his hand with an amused expression. “You’re kinda stuck with me. With or without a kid.”

Membrane stared at you before giving a hearty laugh and escorting you to the door with his arm around your waist. He didn’t seem to be worried about anyone seeing how close the two of you were as you headed to the elevator. This was an interesting change, to say the least, and now you were hoping the next two weeks ‘babysitting’ him was just as fun. And that they didn’t go by too fast.


End file.
